Attached files
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| 8-K - FORM 8-K - 05/05/10 - Spotlight Innovation Inc. | form8k.htm |
EXHIBIT
99.1
NEWS
RELEASE
AMERICAN
EXPLORATION CORPORATION ANNOUNCES COMPLETION OF
MUTUAL
DUE DILIGENCE AND RECEIPT OF FAIRNESS OPINIONS
IN
CONNECTION WITH MERGER AGREEMENT WITH
MAINLAND
RESOURCES , INC.
HOUSTON,
TX – May 5th, 2010 - American Exploration Corporation (the "Company" or
“American”) (OTCBB: AEXP, Frankfurt EQO) announced today that the Company and
Mainland Resources Inc.(“Mainland”) have each completed, to its satisfaction,
its due diligence investigation of the other party’s business and affairs within
the 30-day due diligence period contemplated by the Merger Agreement and Plan of
Merger dated March 22, 2010 (the “Merger Agreement”).
In
addition, each party has received a fairness opinion (each, a “Fairness
Opinion”) of its own independent financial advisor to the effect that, as of the
date of the Merger Agreement, the merger is fair from a financial point of view
to holders of such party’s stockholders (subject to the assumptions,
qualifications and limitations relating to such opinion). Each Fairness Opinion
sets forth the procedures followed, the assumptions made, qualifications and
limitations on the review undertaken, and various other matters, and will be
annexed to the joint proxy statement/ prospectus that will be included in a
Registration Statement on Form S-4 that Mainland intends to file with the
Securities and Exchange Commission to register the securities of Mainland to be
issued in exchange for securities of American Exploration.
Each
Fairness Opinion will not constitute a recommendation as to how any stockholder
should vote on the merger or any matter relevant to the Merger Agreement. The
Special Committee of the Board of Directors of American Exploration has adopted
a resolution approving the merger on the terms and subject to the conditions of
the Merger Agreement, and recommending the merger to American Exploration’s
stockholders. The Company has also been informed that the Board of Directors of
Mainland has adopted a resolution approving the merger on the terms and subject
to the conditions of the Merger Agreement, and recommending the merger to the
stockholders of the Company.
If the
merger is completed, Mainland will be the surviving corporation, and will become
vested with all of the American Exploration’s assets and property.
Under the
terms of the Merger Agreement, American Exploration’s stockholders will receive
one share of Mainland common stock for every four shares of American Exploration
common stock they own. The ratio (the “Exchange Ratio”) which determines the
number of shares of Mainland common stock that are to be issued on completion of
the merger for all of the shares of American Exploration common stock,
previously had been subject to adjustment by good faith negotiation between the
parties if required, having regard to (a) the results of the due diligence
investigations, and (b) the Fairness Opinions. The Exchange Ratio
remains subject to reduction by the shares of American Exploration common stock
held by those stockholders, if any, who elect to exercise dissent rights under
Nevada law.
NEWS
RELEASE - Cont'd
The
merger remains subject to various conditions, including: the approval of the
respective stockholders of each of Mainland and American Exploration; the number
of holders of American Exploration common stock exercising dissent rights
available to them under Nevada law shall not exceed 5% of the total issued and
outstanding shares of American Exploration common stock; the number of holders
of Mainland common stock exercising dissent rights available to them under
Nevada law shall not exceed 5% of the total issued and outstanding shares of
Mainland common stock; and other customary conditions. In addition, each party’s
obligation to consummate the merger remains subject to the accuracy of the
representations and warranties of the other party and material compliance of the
other party with its covenants.
About
American Exploration Corp.
American
Exploration is a company engaged in the exploration and development of oil and
gas resources. The Company’s current initiatives are focused on the acquisition
and development of leases in emerging gas regions with the potential for
discoveries including the Haynesville shale.
|
Symbol:
Contact:
|
AEXP
- OTCBB, Symbol: 5MN; Frankfurt, EQO
Mr. Steve
Harding
Tel.
403-233-8484
American
Exploration Corp.
Suite 700,
407 2nd St. SW
Calgary,
Alberta T2P 2Y3
Canada
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SAFE
HARBOR STATEMENT -THIS NEWS RELEASE CONTAINS “FORWARD-LOOKING
STATEMENTS”, AS THAT TERM IS DEFINED IN SECTION 27A OF THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED, AND SECTION 21E OF THE UNITED STATES
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. STATEMENTS IN THIS NEWS
RELEASE, WHICH ARE NOT PURELY HISTORICAL, ARE FORWARD-LOOKING STATEMENTS AND
INCLUDE ANY STATEMENTS REGARDING BELIEFS, PLANS, EXPECTATIONS OR INTENTIONS
REGARDING THE FUTURE.
EXCEPT
FOR THE HISTORICAL INFORMATION PRESENTED HEREIN, MATTERS DISCUSSED IN THIS NEWS
RELEASE CONTAIN FORWARD-LOOKING STATEMENTS THAT ARE SUBJECT TO CERTAIN RISKS AND
UNCERTAINTIES THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM ANY
FUTURE RESULTS, PERFORMANCE OR ACHIEVEMENTS EXPRESSED OR IMPLIED BY SUCH
STATEMENTS. STATEMENTS THAT ARE NOT HISTORICAL FACTS, INCLUDING STATEMENTS THAT
ARE PRECEDED BY, FOLLOWED BY, OR THAT INCLUDE SUCH WORDS AS “ESTIMATE,”
“ANTICIPATE,” “BELIEVE,” “PLAN” OR “EXPECT” OR SIMILAR STATEMENTS ARE
FORWARD-LOOKING STATEMENTS. FORWARD-LOOKING STATEMENTS INCLUDED IN
THIS NEWS RELEASE CONSIST OF STATEMENTS RELATING TO THE PROPOSED
MERGER. THE COMPLETION OF THE MERGER IS SUBJECT TO VARIOUS CONDITIONS
PRECEDENT, INCLUDING THE REQUIREMENT FOR STOCKHOLDER APPROVAL REFERRED TO
ABOVE. OTHER RISKS AND UNCERTAINTIES FOR THE COMPANY INCLUDE, BUT ARE
NOT LIMITED TO, THE RISKS ASSOCIATED WITH PROPERTY DEVELOPMENT AND FUNDING AS
WELL AS THE RISKS SHOWN IN THE COMPANY’S MOST RECENT ANNUAL REPORT ON FORM 10-K
AND ON FORM 10-Q AND FROM TIME-TO-TIME IN OTHER PUBLICLY AVAILABLE INFORMATION
REGARDING THE COMPANY. SUCH RISKS INCLUDE RISKS ASSOCIATED WITH THE
REGULATORY APPROVAL PROCESS, COMPETITIVE COMPANIES, FUTURE CAPITAL REQUIREMENTS
AND THE COMPANY’S ABILITY AND LEVEL OF SUPPORT FOR ITS EXPLORATION AND
DEVELOPMENT ACTIVITIES. THERE CAN BE NO ASSURANCE THAT THE COMPANY’S
DEVELOPMENT EFFORTS WILL SUCCEED AND THE COMPANY WILL ULTIMATELY ACHIEVE
COMMERCIAL SUCCESS. THESE FORWARD-LOOKING STATEMENTS ARE MADE AS OF
THE DATE OF THIS NEWS RELEASE, AND THE COMPANY ASSUMES NO OBLIGATION TO UPDATE
THE FORWARD-LOOKING STATEMENTS, OR TO UPDATE THE REASONS WHY ACTUAL RESULTS
COULD DIFFER FROM THOSE PROJECTED IN THE FORWARD-LOOKING
STATEMENTS. ALTHOUGH THE COMPANY BELIEVES THAT THE BELIEFS, PLANS,
EXPECTATIONS AND INTENTIONS CONTAINED IN THIS NEWS RELEASE ARE REASONABLE, THERE
CAN BE NO ASSURANCE THOSE BELIEFS, PLANS, EXPECTATIONS OR INTENTIONS WILL PROVE
TO BE ACCURATE. INVESTORS SHOULD CONSIDER ALL OF THE INFORMATION SET FORTH
HEREIN AND SHOULD ALSO REFER TO THE RISK FACTORS DISCLOSED IN THE COMPANY’S
PERIODIC REPORTS FILED FROM TIME-TO-TIME WITH THE UNITED STATES SECURITIES AND
EXCHANGE COMMISSION.
2
NEWS
RELEASE - Cont'd
THIS NEWS
RELEASE HAS BEEN PREPARED BY MANAGEMENT OF THE COMPANY WHO TAKES FULL
RESPONSIBILITY FOR ITS CONTENTS. EACH OF FINRA, THE SEC AND THE
BRITISH COLUMBIA SECURITIES COMMISSION NEITHER APPROVES NOR DISAPPROVES OF THE
CONTENTS OF THIS NEWS RELEASE. THIS NEWS RELEASE SHALL NOT CONSTITUTE
AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY
SALE OF THESE SECURITIES IN ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION
OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE
SECURITIES LAWS OF ANY SUCH JURISDICTION.
IMPORTANT
ADDITIONAL INFORMATION WILL BE FILED WITH THE SEC
In
connection with the proposed merger transaction, American and Mainland intend to
file relevant materials with the United States Securities and Exchange
Commission (the “SEC”), including a Registration Statement on Form S-4 (the
“Registration Statement”), which will include a preliminary prospectus and
related materials to register the securities of Mainland to be issued in
exchange for securities of American Exploration. The Registration
Statement will incorporate a joint proxy statement/ prospectus (the “Proxy
Statement/Prospectus”) that Mainland and American Exploration plan to file with
the SEC and mail to their respective stockholders in connection with obtaining
stockholder approval of the proposed merger. The Registration Statement and the
Proxy Statement/Prospectus will contain important information about Mainland,
American Exploration, the merger and related matters. Investors and security
holders are urged to read the Registration Statement and the Proxy
Statement/Prospectus carefully when they are available. Investors and
security holders will be able to obtain free copies of the Registration
Statement and the Proxy Statement/Prospectus when they become available, and
other documents filed with the SEC by Mainland and American Exploration, through
the web site maintained by the SEC at www.sec.gov. American’s
security holders will also receive information at an appropriate time on how to
obtain these documents free of charge either from the Company or from
Mainland. In any event, documents filed by American Exploration with
the SEC may be obtained free of charge by contacting the Company at: American
Exploration Corp.; Suite
700, 407 2nd St. SW, Calgary, Alberta, T2P 2Y3, Canada; Attention: Mr.
Steve Harding, President; Facsimile: (403) 775-4447.
Each of
American and Mainland, and their respective directors and executive officers,
also may be deemed to be participants in the solicitation of proxies from their
respective stockholders in connection with the transaction described herein.
Information regarding the special interests of these directors and executive
officers in the transaction described herein will be included in the Proxy
Statement/Prospectus described above.
3